LEFROY EXPLORATION LIMITED — AGM Information 2015

Nov 11, 2015

ASX ANNOUNCEMENT - USH

12 November 2015

Notice of AGM

Please find attached a mailing sent to shareholders.

The Company’s Annual Report comprises only the documents released to the ASX on 17 August 2015.

James Beecher Director

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Lodge your vote:

IBC No. 29457 ARBN 052 123 930



By Mail:

U.S. Masters Holdings Ltd Level 41 Gateway 1 Macquarie Place Sydney NSW 2000 Australia

T 000001 000 USH

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to +61 2 8314 5555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received no later than  11am (Australian Eastern Daylight Time) Monday, 7 December 2015

How to Vote on the Item of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on the item your vote will be invalid.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf

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I 9999999999 I ND

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to indicate your directions

XX

I/We being a member/s of U.S Masters Holding Ltd hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of U.S. Masters Holdings Ltd to be held at the Registered Office of the Company in Australia at the offices of Taurus Funds Management Level 41 Gateway 1 Macquarie Place, Sydney on Wednesday, 9 December 2015 at 11am (Australian Eastern Daylight time) and at any adjournment or postponement of that meeting.

Item of Business

 PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution 1 Re-election of Michael Davies as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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U S H

2 0 7 0 6 2 A

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of U.S. Masters Holdings Ltd, incorporated in the British Virgin Islands. IBC No.29457, Australian Registered Business Number 052 123 930 (“ Company ”) will be held at the Registered Office of the Company in Australia at the offices of Taurus Funds Management Level 41 Gateway 1 Macquarie Place Sydney NSW on Wednesday 9 December 2015 at 11 am Australian Eastern Daylight Time.

The purpose of the Meeting is to consider, and if thought fit, pass the following resolution:

General Business

To receive the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, and the auditors’ report.

Ordinary Business

1. That Michael Davies, a Director, retires and, being eligible, is re-elected as a Director ( Resolution 1 ).

Members are referred to the Explanatory Statement accompanying this Notice of Meeting.

Copies of the Annual Report are available at the Company's website at: www.ushmasters.com/announcements

BY ORDER OF THE BOARD

James Beecher Director & Company Secretary

• 9 November 2015

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the offices of Taurus Funds Management Level 41 Gateway 1 Macquarie Place Sydney NSW on Wednesday 9 December 2015 at 11 am Australian Eastern Daylight Time.

General Business

Financial Statements and Reports

The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2015 together with the declaration of the Directors, the Directors’ Report, and the Auditors’ Report.

Ordinary Business

Election of Director

Resolution 1

ASX Listing Rule 14.4 states that a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is the longer. ASX Listing Rule 14.5 states that an entity which has directors must hold an election of directors each year. To comply with these Director rotation provisions Michael Davies retires at this year's Annual General Meeting.

Information on Michael Davies is contained in the Company’s 2015 Annual Report.

Each of the directors other than Michael Davies recommends the re-election of Michael Davies.

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Notes for completion and Lodgement Please direct your proxy how to vote

For your vote to be counted, the Proxy Form must be completed in accordance with instructions and lodged with the Company no later than 11 am on Monday 7 December 2015 .

Proxies may be lodged by mail, or by fax.

Mailing Address: Facsimile:

U.S. Masters Holdings Ltd Level 41 +61 2 8314 5555 Gateway 1 Macquarie Place Sydney NSW 2000 Australia

1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on their behalf.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights.

3. Proxies need not be members of the Company. The Chairman of the meeting will act as a proxy in the absence of directions otherwise.

For the purpose of the meeting, securities will be taken to be held by the persons who are registered holders at close of business on Monday 7 December 2015. Transactions registered after that time will be disregarded in determining entitlements to attend and to vote at the meeting.

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